REPUTATION GATEWAY – TERMS OF USE FOR COMPANIES

These terms of use apply to your use of the Reputation Gateway made available to you by TraitPerception España, S.L.U.

By using the Reputation Gateway service, you acknowledge that you have read and understood these Terms and you accept that they constitute an agreement, which is legally binding upon you (Agreement). You warrant that you have the authority to accept these Terms of use and to act on behalf of any person or company on whose behalf you use the Reputation Gateway.

1. WHO WE ARE

We are TraitPerception España, S.L.U. a company incorporated and registered in Spain with Tax Id. number B86849742 whose office is at Plaza de España 12, 9º izquierda, 28008 Madrid (Spain), and our related corporate bodies (we, our, us, Traity).

2. THESE TERMS

These Terms govern your relationship with us when you (a company or organization) use the Reputation Gateway for getting user´s TrustScore.

Please consider these terms are not related to you (individual) when you are giving us access to your social data to build your TrustScore.

Please refer carefully to the relevant sections of these Terms before you start to use the Reputation Gateway. By using the Reputation Gateway you (including, where applicable, the organization or company you represent) will be deemed to have understood and accepted these Terms, which form a binding agreement between you and us.

If you have entered into a separate agreement with us, these Terms will govern only those aspects not regulated by such a separate agreement.

3. WHAT IS THE REPUTATION GATEWAY SERVICE

Reputation Gateway allows users to build their reputation profiles that can be accessed with their permission to grant access to different services thanks to their TrustScore.

Companies can decide in which point of their sales process want users to obtain their TrustScore. For example, they can do it at the very beginning of their current flow to use this score as the criteria to decide if they are eligible or not, or adapt the service's conditions based on that score. They can also use it to help them to decide to accept customers that were initially rejected.

To let users build their reputation profile, companies just need to place a link at their site so they can start the process.

Users will be sent to traity.com where they will be able to register and add the relevant information sources to build their TrustScore and once they finish, they will be redirected back to the company's website, where they will be able to read the user's score through an API call in order to take a more informed decision based on it.

4. ACCESS TO THE REPUTATION GATEWAY SERVICE

4.1. License to use the Reputation Gateway.

Traity grants you a personal, non-exclusive, non-transferable, non-assignable, non-sublicensable license to use the Reputation Gateway. The Reputation Gateway service can be subjected to prices and conditions not included in these Terms. Traity will inform You at any moment about such conditions.

4.2. Availability of the Reputation Gateway.

Traity will use all reasonable efforts to ensure the Reputation Gateway is available and performs correctly in all material respects. You must notify Traity if the Reputation Gateway suffers a loss of core functionality. Traity will respond to any such notification promptly and will rectify the loss of core functionality as soon reasonably practicable. Notwithstanding the foregoing, you acknowledge and agree that there will be circumstances where the Reputation Gateway may be unavailable or its availability may be limited. This may be due to factors including (without limitation):

routine or emergency maintenance;

updates, upgrades or other development activity; or

technical malfunctions of the underlying software, equipment, services or infrastructure (e.g. telecommunications connectivity, network congestion or delays) of Traity or third party provider.

In addition, Traity may temporarily limit or suspend the availability of the Reputation Gateway to you if, in Traity’s reasonable opinion:

you breach the Terms of use of this Agreement; or

limitation or suspension is necessary for reasons of public safety, security or maintenance of the Reputation Gateway, interoperability, data protection or to perform work that is necessary for operational or technical reasons.

4.3. Changes to the Reputation Gateway

Traity reserves the right to change or modify the Reputation Gateway at any time. You acknowledge that Traity is constantly improving and updating the Reputation Gateway and that this Agreement applies only to the current version of the Reputation Gateway. You understand that Traity does not have an obligation to improve, update or otherwise develop the Reputation Gateway for you or Traity’s customers generally, except if agreed in a separate contract.

4.4. Third Parties

Traity may use third party software, hardware or services (including hosting services) in providing the Reputation Gateway service and may change its providers from time to time. Traity will use reasonable efforts to ensure use of such third party software, hardware or services does not result in diminution of the quality of the Reputation Gateway service, but will not have any responsibility for any such diminution arising from a defect or failure of such third party software, hardware or services.

5. DATA AND PRIVACY

5.1. Data Transferred and Privacy Laws

You must ensure that all Data transferred through the Reputation Gateway, if any, complies with all related applicable laws and regulations (including applicable privacy and data legislation in the jurisdiction in which you are located), and that you have obtained all necessary consents and licenses from third parties to the collection, processing, use and storage of the Data, including any processing or use by us in connection with the provision of any service. You further acknowledge and agree that Traity is not liable for any loss or damage arising from your failure to comply with this clause.

Both parties agree to be bound by applicable Privacy Laws with respect to any act done or practice engaged for the purposes of this Agreement.

If a party collects or has access to Personal Information in connection with providing any services, tasks, activities, functions or other obligations relating to this Agreement, that party must take all reasonable steps to ensure that the personal information is protected against misuse and loss, and from unauthorized access, modification or disclosure. Both parties acknowledge that are responsible about complying with all privacy laws applicable when collecting personal information from any third party.

5.2. Data Transferred and Privacy Laws

In particularly, when You are sending your users to Traity.com, You must:

inform them about they are being redirected to an external site;

make them conscious about why they will be asked to share their social data;

explain them what is the purpose of building the TrustScore and what is the data and information Traity will share with You, once the assessment has been finished;

receive the user´s acceptance before going ahead with the process.

5.3. Rights in Data Transferred

Unless otherwise agreed, you will have sole ownership over any and all Data, which is transferred through the Reputation Gateway. You hereby grant to us a non-exclusive, royalty-free, worldwide license to use Data in any way solely on or in conjunction with the provision of other services.

5.4. Right of Removal

Traity and its designees shall have the right (but not the obligation) in their sole discretion to reject, remove or delete any Data or content that is available via the Reputation Gateway service that violates any of the Terms of this Agreement or any applicable law or regulation, or is, in the sole discretion of Traity, inappropriate, unlawful or not conforming with Traity’s standards or policies or the standards or policies of Traity’s data hosting provider. Traity does not have the obligation of notifying you about any such rejection, removal or deletion.

5.5. Usage Data

Traity shall have the right to use the Data transferred through the Reputation Gateway service for activities focused to research and model its algorithms. Traity will not use the Data for commercial purposes and will not disclosure any personally identifiable information.

5.6. Responsibility for loss of Data

Traity shall not, in any circumstance, be responsible or liable for any loss of Data, or any consequential loss or other damage suffered by you in respect of any data or content which is lost, damaged or corrupted using the Reputation Gateway service.

6. RESTRICTIONS ON USE

You acknowledge and agree as follows:

you will only use the Reputation Gateway service as permitted under this Agreement;

you will not edit, remove, interfere or obscure, by framing or otherwise, any portion of the Reputation Gateway, including any advertisements, copyright notices or other notices displayed on the Reputation Gateway from time to time.

You shall not:

sublicense, transfer, sell, rent or otherwise provide access to the Reputation Gateway service to any third party;

interfere in any manner with the Reputation Gateway, or any services associated therewith, including by uploading any virus, worm, Trojan horse, spyware, or other computer code, file or program that is potentially harmful or invasive, or may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment;

reproduce, disclose, decompile, disassemble, reverse engineer or modify the Reputation Gateway, or any aspect of any of the foregoing, or be involved in development or commercialization of any product or service which competes with the Reputation Gateway service;

permit, encourage or take any action to facilitate any person to do any of the foregoing.

7. TERM, TERMINATION AND EFFECTS

7.1. Term

This Agreement shall commence on the date you Access to the Reputation Gateway service by the first time and continue until terminated by either party.

7.2. Termination

Either party may terminate this Agreement immediately for any reason by ceasing the use of the Reputation Gateway service (You), or denying the access to the use of the Reputation Gateway service (We).

7.3. Effects of Termination

Upon termination or expiration of this Agreement for any reason:

all rights, including rights of access and use of the Reputation Gateway service, granted in this Agreement will immediately cease, and Traity will cease making the Reputation Gateway available to you; and

you must promptly discontinue all use of the Reputation Gateway.

8. INTELLECTUAL PROPERTY (IPR) considerations

8.1. Pre-existing IPR

The parties agree that all Intellectual Property Rights owned or created by a party prior to or during this Agreement and improvements will remain the sole and exclusive property of that party.

8.2. Newly Developed IPR

The ownership of any Intellectual Property Rights that are developed or created separately by the parties during this Agreement, will also vest in each of the parties separately.

9. INDEMNIFICATION

9.1. Indemnification

You shall defend, indemnify and hold harmless Traity, its directors, officers, employees and agents, from and against any and all loss, damages, and liability (including attorney’s fees) of any kind arising from your breach of this Agreement.

9.2 Limitation of liability

Traity does not represent that your use of the Reputation Gateway service will be secure, timely, available, uninterrupted, bug-free or error-free or that the Reputation Gateway service will meet your requirements or that all errors will be corrected or that the Reputation Gateway service will be free of viruses or other harmful components. The Reputation Gateway service is provided as is and Traity hereby disclaims all other warranties, express or implied.

In no event shall Traity be liable to you for incidental, consequential, punitive, special or indirect damages of any type or kind arising out of or in connection with this Agreement, however caused, whether from breach of agreement, negligence, tort or any other legal cause of action and whether or not the party has been advised of the possibility of such damages.

The maximum aggregate liability of Traity to you arising out of or in the connection with this Agreement, whether such liability arises from breach of agreement, negligence, tort or any other legal cause of action shall in no case exceed the amount of fees paid under the Agreement during the period of six (6) months prior to the event giving rise to such liability.

10. CONFIDENTIALITY

You agree to maintain in confidence all Confidential Information of Traity and not to use or disclose the Confidential Information without the express written consent of Traity. You will protect Traity’s Confidential Information with the same standard of care that you use to protect your own confidential information, but in no event less than a reasonable degree of care. As used herein, Confidential Information means all information (including the existence and subject matter of this Agreement) of a confidential nature in any form or medium that is not publicly available, including but not limited to business and technical information incorporated into the Reputation Gateway or any software or other technology contained therein.

11. GENERAL PROVISIONS

11.1. Exclusivity

The rights granted to you to use the Reputation Gateway are personal and non-exclusive. Nothing shall prevent Traity from providing any product, software, goods or services to any third party using the Reputation Gateway.

11.2. Governing Law

The parties unconditionally submit to the jurisdiction of the Courts located in Madrid, Spain to adjudicate any disputes arising out of or in connection with these Terms.

11.3. Severability

In the event that any provision of this Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a Court of competent jurisdiction:

such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law; and

the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect.

11.4. Notices

A notice, demand, consent, approval or communication under this Agreement (Notice) must be in Spanish or English and duly authorized by the sender and sent by email to:

if addressed to Traity: contact@traity.com; and

if addressed to you: at the email address provided to us on signup your account.